Effective February 1, 2024

These Antech® Access Master Terms and Conditions (these “Terms”) are the terms and conditions that govern the purchase and/or use of any products or services from Antech Diagnostics, Inc. and/or Antech Diagnostics Canada Limited (“Antech”, “we”, “us” or “our”) as part of Antech Access (“Antech Access,” or the “Program”) by a Customer located in the United States or Canada, unless otherwise agreed in a written agreement executed by Antech and you (“you” or “Customer”).

These Terms form a part of and are incorporated by reference into the Antech Access Agreement entered into between Antech and Customer (“Agreement”).  Your execution of an Agreement and your purchase and/or use of any product or service from Antech pursuant to the Agreement constitutes your agreement to comply with all terms, conditions and legal notices contained herein and in the Agreement, in addition to any other terms, conditions and legal notices that may be provided to you by Antech from time to time.

If we provide you terms and conditions (including without limitation a limited warranty or a software license) with respect to a particular product or service in connection with your purchase or use (or license, in the case of software) in your order form, sales receipt, or in any user guide, instructions or other documentation accompanying such product or service, then those terms and conditions (including without limitation any limited warranty or software license, as applicable) that we provide with respect to a particular product or service (“Other Terms”) shall prevail over these Terms with respect to that product or service in the event of any conflict between the different terms. These Terms shall replace any previous iteration of these Terms entered into with Antech or any affiliate of Antech.

In the event of any conflict between these Terms and the terms and conditions of your  Agreement, unless expressly stated otherwise in writing, the terms and conditions of the  Agreement take precedence over these Terms.

For the avoidance of doubt these Terms do not apply to any purchase of any in-house diagnostic laboratory equipment, any diagnostic imaging equipment, or any therapeutic or other equipment from Antech, Heska Corporation, or Sound Technologies, Inc.

standard terms

Estimates and Quotes

All estimates and quotes are non-binding and may be revoked by Antech at anytime.

Orders for Products or Services

Orders for products  or services may be submitted via email, on-line, or phone. All orders for products or services are subject to acceptance by Antech. All orders may be subject to a credit check. Antech reserves the right to accept or reject any order for products or services. Antech shipping the ordered products or performing the ordered services shall constitute Antech’s acceptance of such order.

If any order includes terms that conflict with these Terms, these terms will govern and control, and all additional or conflicting provisions from Customer are expressly rejected without notice or action, unless expressly approved in writing by an authorized representative of Antech.

Antech may accept order cancellations and alterations in our sole discretion provided the applicable Product has not been shipped or the applicable service has not been performed.  Certain charges may apply. Any alteration of an order constitutes a new order and may be subject to separate shipping, handling, or other charges.

Pricing

Prices for Antech’s products and services are as set forth on the applicable Antech price list, quotation, or as otherwise published by Antech from time to time. Unless expressly provided otherwise, prices are subject to change without previous notice for orders not yet accepted at the time of change. Unless expressly provided otherwise, prices do not include third-party charges of any kind such as internet access charges, mobile (cellular) telephone fees or internet service provider charges. If such charges apply, you are responsible for paying them.  Our prices do not include any applicable taxes, including any value added, sales, use, personal property, excise, or other taxes or duties, which may be added to your invoice.

If an order specifies future requested delivery dates, delivery of a portion of the order on a requested delivery date does not constitute guarantee of pricing for future requested delivery dates, and Antech may adjust pricing accordingly.

Please contact Antech’s Customer Support Department at [email protected] to request current prices for any Product.

Payment Terms

All amounts, costs and fees for products or services ordered are charged or billed directly to you. 

Payment in advance may be required for Customers who have not established credit with us or who have a poor credit or payment history, or as may otherwise be required in Antech’s sole discretion. For Customers with approved credit, payment is due within twenty (20) days of the date of invoice. All payments shall be in the currency specified on our invoice. Time of payment shall be of essence of the agreement between Antech and the Customer. To the extent permitted by applicable law, we may change your payment terms or revoke any credit previously extended to you at any time. Any extension of payment terms beyond these standard terms requires our prior written consent.

Any amount owed beyond the date such amount became due and payable shall accrue a late charge at a rate of 1.5% per month (18% per year), or the maximum rate provided by applicable law, whichever is less. 

If at any time you have not paid all amounts due or are otherwise in default, then in addition to any other rights and remedies available to us under applicable law, we may suspend or discontinue provision of any and all sales of products or the provisions of services (including but not limited to repair and maintenance services and software licenses) without notice.

You will be responsible for reimbursing us for any and all costs incurred in connection with collecting any amounts owed by you, including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs.

Your Responsibilities When Using our Products and Services

Technology Requirements

You are responsible for ensuring that you have and maintain the minimum required technology, systems, and dependencies necessary to use and access any of our products or services, including all costs and expenses related to those requirements. Those minimum technology requirements include all hardware, software, operating systems, network connectivity and connectivity speeds, and other technologies required to install, access, and utilize the appliable product or service. The minimum technology requirements may be found in the product documentation or other materials that may be provided to you from time to time, each of which may be amended from time to time.

Compliance with these Terms and Applicable Laws and Regulations

You are responsible for compliance with these Terms in connection with your use of our products and services, including any use by your employees, agents and representatives.  Our products and services may only be used in accordance with all applicable laws and regulations.  

Privacy

The privacy and confidentiality of your information and the information of your customers is important to us. Please see our Privacy Statement, available at antechdiagnostics.com for more information on the privacy and data security practices of Antech.

Confidentiality.

Without the prior written consent of a duly authorized representative of Antech, except as required by law or judicial process in a competent jurisdiction, you shall not, and you shall cause your representatives not to disclose to any third party any pricing information or any other information provided to you by or on behalf of Antech on a confidential basis. You agree that any breach of this commitment will result in irreparable and continuing damage to Antech for which there may be no adequate remedy at law, and Antech shall be entitled to seek injunctive relief and/or a decree for specific performance in addition to any other remedy to which it may be entitled.

Companion Animal In-House Diagnostic EQUIPMENT

If you participate in the Antech Access program and select to use any Antech in-house diagnostic laboratory equipment we agree to lend to you and you agree to accept and use the equipment, including all replacement parts, repairs, and documentation, in accordance with and subject to the terms and conditions of these Terms and your Antech Access  Agreement.

Equipment

For purposes of these Terms the following Antech in-house diagnostic laboratory analyzers shall be referred to as “Equipment”:

• Element DC® Veterinary Chemistry Analyzer
• Element DCX™ Veterinary Chemistry Analyzer
• Element DC5X® Veterinary Chemistry Analyzer
• Element HT5® Veterinary Hematology Analyzer
• Element HT5®+ Veterinary Hematology Analyzer
• Element i+® Immunodiagnostics Blood Analyzer
• Element COAG+® Veterinary Analyzer
• Element POC® Blood Gas & Electrolyte Analyzer
• Element AIM® Veterinary Analyzer
• HeskaView Slide Scanner System

Title and Property

Antech has and will at all times retain title to all Equipment provided to you pursuant to your Antech Access  Agreement.  You grant us a security interest in the Equipment and all proceeds from it, in addition to other security guarantees herein and you appoint us as your limited attorney-in-fact to file appropriate UCC filings on the Equipment and to perfect and defend our right, title and unencumbered ownership to the Equipment. Excepting only reasonable wear and tear, you will use your best efforts to protect and keep the Equipment in good working order, condition and repair as possible, including cosmetically. You agree not to: (i) permit the Equipment to become permanently attached or deemed a fixture at any location; (ii) permit a lien to be placed upon the Equipment; or (iii) delay or disrupt our access to the Equipment during normal business hours to remove, inspect, replace, or alter the Equipment. If we feel it is necessary, you agree to provide us with waivers of interest or lien releases, from anyone claiming any interest in the real property upon which the Equipment is located.

Delivery and Inspection

Equipment delivery, and installation is included in the shipping and handling charges, defined below. Customer agrees to receive Equipment when it is delivered and Customer shall inspect the Equipment immediately upon receipt. Damage or inconsistencies with an order shall be reported within two (2) business days of delivery.  If Customer fails to notify Antech of any visible damage or defect in any Equipment within the applicable time period such damage or defect may not be covered under the Antech All Access Equipment Service and Maintenance Plan.  Antech shall not bear any liability or responsibility for any delay in the delivery of any Equipment. At Antech’s discretion, remote installation may be available.

Insurance 

You will keep the Equipment insured against all risks of loss or damage in an amount not less than the price for the Equipment listed on the Antech Access Agreement, plus any applicable deductible or co-insurance payments which may be due upon a claim for loss or damage to the Equipment. Antech shall be named as an additional insured on such insurance and your insurance shall be primary for any claim made by a third party. The fact that you maintain such insurance shall not limit your other obligations under this Agreement, including without limitation its indemnification obligations.

Antech Access Equipment Service and Maintenance 

Except as provided below, during the full term of your Antech Access Agreement all Equipment will be covered by the Antech All Access Equipment Service and Maintenance Plan (the “Coverage Plan”).  We will perform maintenance, repair, or replacement services covered under the Coverage Plan at no cost to you (and we will pay shipping costs to and from our repair facilities), except in cases of improper use or mistreatment, as provided in more detail below, or as otherwise noted.

If for any reason your Equipment is no longer covered by our Coverage Plan, we may at our option inspect your Equipment before we agree to reinstate coverage. We may charge you our then-standard rates for such inspection, and if repairs are required, we may charge you for such repairs and parts at our then-standard rates.

We reserve the right to modify the material terms and conditions of the Coverage Plan from time to time upon not less than 60 days’ prior written notice to you.

Coverage Support Commitment

Telephone Support Hours

Antech telephone support is available 24 hours a day, seven days per week, except holidays. Antech has no obligation to provide on-site service.

In case of Equipment malfunction, Customer should contact Antech’s Technical Support Services at 1-800-464-3752, option 3 in the United States, and 1-866-382-6937 in Canada, with any technical questions regarding the Equipment or its operation. Antech’s support personnel will guide you in your attempt to correct your reported problems. In providing technical assistance relating to problems with the Equipment or operation of the Equipment, Antech Technical Support Services and compliance with the Coverage Plan requires the full cooperation of Customer. Customer’s failure to respond in good faith in connection with any issues relating to the Equipment, or failure to reasonably cooperate with Antech Technical Support Services in resolving such issues shall void the Coverage Plan.

If you wish to receive electronic support on instruments for which such support is available, you must maintain an electronic link-up with Antech as Antech may direct from time to time.

Advanced Replacement Equipment and Procedure for Return of Malfunctioning Equipment

If Antech Technical Support Services is unable to resolve any reported operational issues with any Equipment covered by the Coverage Plan (“Malfunctioning Equipment”) within 48 hours of Customer’s first contact with Antech Technical Support Services, then an advanced replacement unit (“ARU”) will be provided to you promptly as a permanent replacement provided (1) your account is in good standing, and (2) the damage or issue with the Equipment is not subject to an exclusion.  Any ARU provided by Antech shall be treated as Equipment for all purposes and shall be subject to all of the terms and conditions of these terms and your  Agreement.

Customer shall notify Antech of any operational issues with any Equipment by phone conversation with an Antech Customer Service representative at 1-800-464-3752 and Antech, in its sole discretion, will issue a “Returned Goods Authorization” (“RGA”) number.  Antech will not accept any returns of any Malfunctioning Equipment without a RGA Number.  You shall pack the malfunctioning Equipment in the packaging for the ARU and return-ship the malfunctioning Equipment to us the next business day after you receive the ARU using the “Return Service Label” (“RSL”) provided with the ARU.  Antech will not accept any returns of any Malfunctioning Equipment without a RGA Number and RSL.

• Antech shall have no obligation to replace, repair, or return any Equipment returned without an Antech-issued RGA number. Any Customer who returns Equipment to Antech without an RGA number shall be charged all costs incurred by Antech in the repair, refurbishment and/or disposal of such Equipment shall be paid by Customer.
• Unless specifically noted otherwise in writing, return of Malfunctioning Equipment with a Antech-issued RGA number constitutes the Customer’s authorization for Antech to invoice Customer for any and all reasonable costs of replacement, repair, labor, parts and freight on items not covered by the terms of the Coverage Plan, if any. Such authorization includes charges for handling and shipping of returned Equipment found by Antech to not be malfunctioning or defective.
• Customer shall bear the risk of loss or damage during transit of Equipment to Antech whether or not the Equipment is covered under the Coverage Plan.
• Shipments not displaying RGA#, RSL, or shipments sent “freight collect” will be rejected.
• The procedure as set forth herein is subject to change by Antech without notice to Customer.

Your Obligations

You must take reasonable care of all Equipment, maintain them in a clean and appropriate environment and carry out the routine maintenance recommended in the applicable user guide, instructions or other documentation or otherwise communicated to you from time to time. You must promptly install new release versions of software that we may periodically send you, and you must upgrade your operating system software as we may periodically recommend. Any software patch, update, upgrade, modification or other enhancement that we may provide as “software” under your original license from us shall be used only as permitted by that license.

You must provide and maintain an internet connection to the Equipment, and any firewall access required and specified by Antech, to provide Antech remote access at all times. YOU ACKNOWLEDGE THAT FAILURE TO MAINTAIN AN INTERNET CONNECTION AND FIREWALL ACCESS MAY SEVERELY DELAY, LIMIT, AND/OR PRECLUDE ANTECH’S ABILITY TO PERFORM SERVICES; REDUCE EQUIPMENT UPTIME AND PERFORMANCE; AND RESULT IN ADDITIONAL COSTS.

You must provide all assistance reasonably requested by Antech or its agents, assist in gathering data from Equipment, any software included in the software and other connected equipment or systems, and use commercially reasonable efforts to provide accurate and complete data where any data is requested.

You must refrain from modifying, adding or combining any hardware or software to the Equipment or software provided by Antech, unless endorsed or accepted in writing by Antech.

Exclusions

Coverage Plan only covers defects in materials or workmanship of Equipment which occur during normal and proper use, and is contingent upon the proper use of the Equipment in an appropriate operating environment and with proper maintenance.

Exclusions for Improper Use, Etc.

We cannot assure you of the performance of any Equipment if you use them other than in strict accordance with our product instructions, if you use them on or in conjunction with products or services not provided and configured by us, or if you install any software applications on your products, other than those applications that we provide to you. FAILURE TO USE ONLY OUR AUTHORIZED PRODUCTS IN OR ON THE EQUIPMENT VOIDS THIS COVERAGE PLAN AND OUR OBLIGATIONS TO YOU.

Excluded Damages.

Our Coverage Plan coverage does not cover damage resulting from any causes external to any Equipment (which if reparable will be repaired at your expense), such as negligent or improper use or handling of the Equipment; casualty, such as fire or water damage; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with the Equipment; computer viruses, worms or other harmful programs; or repairs or modifications made by anyone other than us or our authorized service providers. We will repair normal wear-and-tear damage only to the extent required for proper functioning of Equipment; cosmetic damage to Equipment is not covered. If we determine that the reported problem is not covered by this Coverage Plan, you must reimburse us for the costs of shipping, and we will attempt to repair the equipment at your cost, at our then-standard rates for such work.  If we cannot repair the Equipment we will invoice you the cost to replace the Equipment at our then current published rates.

Excluded Parts.

We do not provide coverage on parts and other items that by their very nature are consumed or designed to wear our under ordinary use, or third-party products, such as centrifuges, fuses, batteries, light bulbs, cables, power cords, adapters, calibrators, printers, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or on any non-Antech software, all of which we provide on an “as is” basis. Third-party product manufacturers or suppliers may provide their own warranties or extended support coverage. 

Veterinary Reference Laboratory Testing, Telemedicine and Consultative Services

Antech provides reference laboratory testing and professional consultation and interpretation services (“Services”) on a peer-to-peer basis.  Our consultative specialists do not have the benefit of performing a clinical examination, nor the ability to conduct all pertinent tests on a patient.  Our specialists rely on the information communicated by the veterinarian submitting the biological specimens, diagnostic images, or seeking guidance.  By providing diagnostic results, advice, or guidance, Antech does not purport to diagnose or treat any patient.  Test protocols, interpretative guidance, medical advice, diagnostic guidance, or recommended procedures or courses of treatment of any particular medical condition provided are based on guidance or recommendations from relevant veterinary or scientific literature, and are provided for informational or educational purposes only. Diagnosis and treatment decisions are the ultimate responsibility of the attending veterinarian with the established veterinarian- client-patient relationship (VCPR).

Turnaround Times

We will use commercially reasonable efforts to meet published turnaround times. All turnaround times are based upon timely receipt of the applicable biological specimen or digital image. We will attempt to advise you if we receive either biological specimens or diagnostic images that are damaged, contaminated, improperly preserved or packed, which do not meet our specimen volume requirements, or that are of a quality that prohibits or limits our ability to perform our Services to an acceptable standard or within the published turnaround times.

We assume the risk of loss or damage to a specimen at the time possession of the specimen is delivered to an authorized representative of Antech.  We reserve the right to refuse to accept or to rescind acceptance of any specimen which in our judgment is likely to pose any unreasonable risk in handling, processing, or analysis.

Retention of Specimens, Images, Test Results, and Reports

Retention of Specimens

After completion of testing, we routinely retain biological specimens as indicated below:

Retention of Images, Test Results, and Reports

Unless otherwise specified or agreed in writing by an authorized Antech representative, we will retain copies of all diagnostic images submitted to Antech, and all test results or analysis of biological specimens, and all consultative reports, for a period of one (1) year.  After the expiration of the applicable retention period we may retain or destroy any biological specimens, images, results, analyses, and reports in accordance with our internal retention policies.

All biological specimens become the property of Antech upon delivery to Antech or authorized Antech representative. 

Please see the Use of Specimens and Data section below for information on how we may use specimens, images, and data and information submitted to Antech or generated by Antech in the course of providing test results or analysis of biological specimens, and all consultative reports.

Quality Assurance

We will perform all Services in accordance with our standard operating procedures and protocols which are subject to regular quality assurance reviews.

Good Laboratory Practice Services

Antech GLP offers laboratory services that are compliant with Good Laboratory Practice Regulations as provided for in 21 CFR Part 58. For more information about Antech GLP and its services please visit its website at antechglp.com.

Courier Service

Subject to availability we will pick-up specimens directly from your place of business either once or twice daily in most metropolitan areas through our network of couriers.  To find out if you are in an area eligible for courier service or to schedule regular pick-up service please contact Customer Service at 1-800-872-1001.

Text Express™

In areas in which courier service is not available you can submit specimens, free of charge, through our Test Express™ service which utilizes FedEx® to provide Priority Overnight shipping Monday through Friday enabling us to provide next day results to most parts of the United States and Canada. 

By utilizing our Test Express Service, you can provide your patients with the highest quality reference laboratory services available, regardless of your clinic’s location.

Call FedEx directly at 800.GO.FEDEX (800.463.3339) to schedule your pickup.  Let FedEx know you have a package to be picked up for “Express Return Pickup,” and give them your FedEx account number and street address. If you speak to an agent, inform them that you are using a billable stamp. Pick-ups are available Monday through Friday at no charge. Saturday pick-ups are available subject to a FedEx Saturday service surcharge. Please contact FedEx for information on “cut off” times for pick-up requests and for the nearest drop box locations in the event you need to ship a late specimen.

FedEx Billable Stamps

The FedEx Priority Overnight Billable Stamp provided to you by Antech is the easiest and most reliable way to ensure prompt delivery of your specimens. The stamp contains all of the necessary billing information to invoice Antech for your shipment. Simply fill in your clinic’s name, the person responsible for shipping inquiries, your Antech account number, your phone number, and the date of shipment on the stamp; peel off the right side of the stamp and affix it to the outside of the clinical pack bag. Retain the tracking number for your records, in the event your shipment requires tracking.

The following are important points to note about the Billable Stamp:

• The “ship to” address on the billable stamps is not Antech’s physical address. The address listed facilitates FedEx’s ability to deliver our packages earlier than normal Priority Overnight packages. U.S. Mail and other carriers will not deliver to the address on the stamps.  Do not use this address for anything other than specimen submission through FedEx. All other correspondence or submissions should be directed to Antech, 2433 Glove Cove, Southaven, MS 38671.
• Please call your Test Express Customer Service at 1-888-397-8378 to order more stamps and for specific instructions on how to correctly fill out a FedEx® Airbill. Incorrectly completed Airbills may cause FedEx to invoice you for the shipment, and subject you to a FedEx® Billing Correction surcharge.

Packaging Instructions

It is important that specimens are shipped in accordance with FedEx diagnostic specimen shipping guidelines in order to ensure prompt delivery.  Antech is not liable for submissions that do not adhere to the following packaging instructions.

• Place your specimen tubes and Antech requisition form into a zip-lock bag. Please separate patient specimens into individual bags.
• Position the bag along with an absorbent material, such as a paper towel, inside your Test Express shipping box. You may include multiple specimens in the same box.
• Close the box and seal the lid with tape.
• Fill in your clinic information and the date on the FedEx Billable Stamp.
• Remove the top copy of the Billable Stamp and fix the label to your package.  Retain the tracking number for your records.
• Call 1-800-GO-FEDEX or 1-800-463-3339 to schedule a pickup. If you have any questions regarding submitting specimens to Antech, please call your Test Express Account Manager or Test Express Customer Service us at 1-888-397-8378.

Laboratory Reference Services Supplies

Antech is pleased to provide, at no charge, routine supplies necessary for collection and submission of specimens to our laboratories. Provided collection supplies may include culture swabs, blood tubes, urine tubes, formalin jars, etc.  We also provide shipping supplies including, for example, specimen boxes, billable stamps, and zip-lock bags. 

Supplies can be ordered through Antech Online or by calling Customer Service at 1-800-872-1001.

Please allow approximately 3 to 5 business days for delivery of supplies.  Upon your request, and at our discretion, supplies may be shipped overnight for an additional charge.

Test Cancellation Policy

All tests may be cancelled prior to receipt at our facilities. 

Add-On Testing

All add-on tests must be ordered together with a profile to receive discounted pricing. After the original testing is submitted additional tests will be charged the regular individual test fee.

Biohazard Charges

Antech charges a biohazardous processing fee per specimen shipment or pick-up (rates may vary by location). Please note that the biohazardous processing fee is charged per shipment or pick-up, not per patient. If there are several patients in any given shipment or pick-up, only one biohazardous processing fee will be applied.

In-House diagnostics and other products

In addition to the other terms and conditions of these Terms, any orders for, and purchases, of any (i) tests, rotors, slides, panels, reagents, calibrators, controls, tips, cups, tubes, collection containers, or other consumable item intended for use with any Antech Equipment (collectively, “Consumables”), (ii) rapid or similar diagnostic test designed to be used anywhere (collectively, “Rapid Tests”), (iii) allergy or other therapeutics (collectively, “Therapeutics”), (iv) dietary supplements (collectively, “Supplements”) and (v) any ancillary or accessory product sold for use in connection with any Antech Equipment, including any batteries, bulbs, cables, power cords, adapters, pipettors, calibrators, etc. (collectively, “Accessories,” and together with all Consumables, Rapid Tests, Therapeutics, Supplements, and “Products”), shall be governed by the following terms and conditions:

Delivery terms

Unless specifically agreed otherwise by an authorized representative of Antech, all orders of Products will be charged for shipping and handling per shipment at our then current rates.  For orders of Products purchased through or shipped by authorized third-party distributors, the third party’s policy regarding transportation charges will apply and the your recourse is solely through your third-party distributor.

Upon your request, and at our discretion, Products may be shipped overnight for an additional charge. C.O.D. Orders will be billed at list price plus an additional C.O.D. service fee. Antech reserves the right to make delivery of Products ordered by Customer in installments, with each shipment being treated as a separate transaction hereunder.

Title and Risk of Loss

Unless otherwise agreed, all Products will be delivered Ex Works (International Chamber of Commerce Incoterms 2020) from Antech’s, or Antech’s third-party fulfillment providers’, facilities. Title to the Products shall transfer to you once Antech has received payment in full (including any applicable delivery charges). Risk of loss of Products passes to you upon the delivery of ordered Products to your designated location.  

Times or dates quoted for delivery are estimates only and do not constitute a contract. ANTECH IS NOT LIABLE OR RESPONSIBLE FOR ANY DELAY IN DELIVERY BY THIRD PARTY CARRIERS.

Antech shall instruct any carrier to ship Products with specific temperature or other requirements in accordance with such requirements. Upon receipt, Products must be stored under the conditions indicated by the Product documentation. Failure to store Products as indicated by the Product documentation may impact Product performance and/or accuracy of test results, and will void any warranties.

Inspection; Acceptance; Shortage, Damage, or Loss in Shipment

It is your responsibility to inspect all shipment of Products promptly upon receipt for any shortages, visible defects, or discrepancies. You should not open any containers that are visibly damaged upon arrival. Any claims for shortages, discrepancies or defects must be made within five (5) days of receipt. Any such notices should be made by email to Antech’s Customer Service Department at [email protected]. You shall hold the Products under their indicated storage conditions pending Antech’s instructions concerning disposition. If you fail to notify Antech within five (5) days of receipt of the Products of any damage or defect, you are deemed irrevocably to have accepted the Products. If it is shown by documentation that Antech shipped less than the ordered amount, Antech will ship the remaining balance of the Products ordered when available. Antech will replace any Product determined to be damaged at the time of shipment or during transit.  You will provide all reasonable assistance at no charge to Antech in pursuing any claims for damaged Products against the carrier.

ALL SALES ARE FINAL. ANTECH WILL NOT ACCEPT RETURNS OF PRODUCTS FOR REFUND OR CREDIT UNLESS SPECIFICALLY SET FORTH IN THESE TERMS.

Product Handling and storage

Customer must store, handle and use all Products in strict compliance with the labeling, package insert instructions, user manuals, industry best practices, applicable local, state, and federal laws and regulations, and any other instructions or guidelines Antech may publish or communicate now or in the future. Customer is responsible for direction, supervision, training, certification, and qualification of Customer staff using Products. Products will be used only under environmental conditions normal and customary in a veterinary hospital, and by trained professionals under Customer’s supervision that have knowledge and training to use them properly and safely.

Return Procedure for Defective or Damaged Products

Expired, damaged, misused, improperly stored, tampered with Products cannot be returned for replacement, refund or credit and must be properly disposed of by Customer at Customer’s expense.  Antech’s sole obligation and Customer’s sole remedy for any breach of Antech’s Consumable Product Limited Warranty is the replacement of any non-conforming Product as specified in this section. If Customer purchased Products from one of Antech’s authorized third-party distributors, Customer should notify their distributor promptly as Antech’s Consumable Product Limited Warranty does not apply. Antech has no obligation to replace any defective Products purchased or acquired from unauthorized distributors, resellers, any grey market sources, or any source not Antech or an authorized third-party distributor.

Upon proper notification by Customer and Customer’s compliance with the return procedure set forth below, Products which fail to comply with the Consumable Product Limited Warranty or which were damaged during shipment may be returned for replacement pursuant to the provisions herein.

Antech will not accept any Product returns without an Antech issued Returned Goods Authorization (“RGA”) number and/or a Antech issued RSL. Customer shall notify Antech of defective Product via email at [email protected] or by phone conversation with an authorized Antech Customer Service representative at 1-800-464-3752 and Antech, in its sole discretion, will issue an RGA number or provide Customer an Antech issued RSL. Any defective Product or Product covered by an Antech Consumable Product Limited Warranty to be returned to Antech must be accompanied by a Antech-issued RGA number or a Antech-issued RSL. Once the Customer has an RGA number or RSL, the Customer should ship the defective Product or Product covered by an Antech Consumable Product Limited Warranty to the address specified by the Customer Service Center, Antech shall have no obligation to replace or return any Product returned without a Antech-issued RGA number and/or Antech issued RSL, and the Customer shall bear all expenses incurred by such unauthorized return. Any Customer who returns a Product to Antech without an RGA number or RSL shall be charged storage for thirty (30) days, and thereafter Customer authorizes the disposal of such Product by Antech. All costs incurred by Antech in the storage and disposal of such Product shall be paid by Customer. Unless specifically noted otherwise in writing, return of Products with a Antech issued RGA number or RSL constitutes the Customer’s authorization for Antech to replace such Products subject to an Antech Consumable Product Limited Warranty and to invoice the Customer for any and all reasonable costs of replacement and freight on items not covered by the terms of the Antech Consumable Product Limited Warranty, if any. Such authorization includes charges for handling and shipping of returned Products found not defective. The Customer shall bear the risk of loss or damage during transit of Product whether or not the Product meets Antech’s Consumable Product Warranty requirements. Any returned defective Product shall become the property of Antech and Customer shall sign any necessary paperwork to transfer ownership. If Antech elects to replace any defective Product, Antech will use reasonable efforts to replace the Product with like-for-like replacement, subject to availability.  If applicable, the replacement Order will be in full shipping units, with freight paid by Antech. No return or delay of replacement Product shall relieve Customer of its obligation to make payment in full and as due for the Product.

limited Warranties

Antech’s limited warranties extends only to the original Customer and end-user of new Products purchased or licensed directly from Antech. Antech Products are for professional use only, by trained personnel. Antech’s limited warranties are not applicable to any person or entity, other than such Customer and such end-user.

Antech Consumable Product Limited Warranty. Antech warrants all Products conform to Antech published specifications, when shipped, used and stored under conditions specified by Antech and given normal, proper and intended usage, until the expiration of their stated shelf life, or, if none is stated, for one year after delivery to Customer. You understand that no diagnostic Product can warrant 100% accuracy. During the applicable warranty period Antech will, at no additional charge, replace a nonconforming Products with a new Product at Antech cost. Antech may require Customer return the nonconforming Product to Antech at Antech’s cost.

Customer Remedies. To the maximum extent permitted by applicable law, Antech’s exclusive liability and Customer’s sole remedy for non-conformity or breach of any limited warranty shall be replacement of a nonconforming Product.

Exclusions for Improper Use, Etc. Antech does not warrant the performance of Antech’s Products if Customer uses them other than in strict accordance with Antech’s Product instructions or if users are not trained, if Customer uses them on or in conjunction with Analyzers not provided and configured by Antech, or if Customer installs any software applications on Antech’s Analyzers other than those applications that Antech provides Customer. FAILURE TO USE ONLY ANTECH AUTHORIZED PRODUCTS IN OR ON ANTECH EQUIPMENT VOIDS ANTECH’S LIMITED WARRANTY. Antech’s limited warranty does not cover damage resulting from any causes external to Antech’s Products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized Products in conjunction with Antech’s Analyzers; computer viruses, spyware, malware, worms or other harmful programs; or repairs or modifications made by anyone other than Antech or Antech’s authorized service providers. Antech will repair normal wear-and-tear damage to Analyzer only to the extent required for proper functioning of Analyzer and subject to payment for repair at Antech’s then current rates; cosmetic damage is not covered.

Software

Customer’s use of software provided by Antech or its affiliates is subject to any additional license or access agreement that accompanies or is included with the software.  If software or a software service is incorporated into or embedded in any Equipment provided by Antech or offered by Antech on a subscription basis (“Software”), Antech grants you, as applicable (a) a non-exclusive, limited, license to install and/or use the Software, or (b) a right to access and use the Software, for the use for which it is intended, only for your internal business purposes, and only in a manner that is consistent with any provided documentation. If you use any Software with products or services not authorized by us, or if you install unapproved software applications on any Equipment, then without prejudice to any other rights and remedies available to us, we may revoke your right to use and disable access to the appliable Software.

You shall not: (a) copy, modify, or make derivative works of any Software; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available Software to any third-party; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or equivalent of any Software; (d) use Software for (i) benchmarking or competitive analysis or (ii) developing, using, or providing a competing software product or service; (e) use Software except as specifically allowed under these Terms; (f) remove, alter, cover, or distort any copyright, patent or other attribution on or in Software; (g) enable access to Software by third-party applications not authorized by Antech; or (h) circumvent or bypass any technical protection measures relating to the Software.

General terms

Veterinary Use Only; No Resale Export

All of our Equipment, Products and Services are intended for veterinary use only and may not be used for the analysis of human specimens or samples, or the diagnosis or treatment of any person. Customer agrees that the purchase of our products and services are solely for the use and benefit of a veterinary practice, clinic, or hospital owned, operated or managed by Customer (“Veterinary Clinic”) by appropriately trained personnel for the normal and ordinary use and intended purpose of such product or service.  

Antech provides reference laboratory testing and professional consultation and interpretation services on a peer-to-peer basis.  Our consultative specialists do not have the benefit of performing a clinical examination, nor the ability to conduct all pertinent tests on a patient.  Our specialists rely on the information communicated by the veterinarian submitting the biological specimens, diagnostic images, or seeking guidance.  By providing diagnostic results, advice, or guidance, Antech does not purport to diagnose or treat any patient.  Test protocols, interpretative guidance, medical advice, diagnostic guidance, or recommended procedures or courses of treatment of any particular medical condition provided are based on guidance or recommendations from relevant veterinary or scientific literature, and are provided for informational or educational purposes only. Diagnosis and treatment decisions are the ultimate responsibility of the attending veterinarian with the established veterinarian- client-patient relationship (VCPR).

Customer acknowledges and agrees that Customer shall not sell, rent, lease, loan, or export any Antech equipment, product, or service to any other third-party, other than pet owner customers of Customer’s Veterinary Clinic.

Hazardous Materials, Radioactive Materials, and Human Specimens

Our Equipment, Products, and Services are designed and approved for veterinary use only and are only for use with respect to animal specimens or samples.  Our Equipment, Products, and Services are not designed or approved for, and are not compatible with, hazardous, radioactive, or human specimens samples.  

Any use of our Equipment, Products, and Services to analyze any hazardous, radioactive, or human specimens or samples, shall immediately void any and all warranties and shall relieve Antech of any obligations to you arising under the Antech Access Agreement or otherwise.

By submitting any specimen for processing and testing at our facilities you are representing that such specimen does not contain any hazardous, radioactive, or human material.  To the extent that any sample may contain any infectious disease you represent and warrant that such specimen will be packaged, labeled, transported, and delivered, in accordance with all applicable laws, rules and regulations.  We will not accept or analyze human specimens and we reserve the right to reject any specimen containing any substance we consider hazardous, radioactive, or which we have a reasonable suspicion to believe to be hazardous, radioactive, or human. We may return to you any portions of specimens found or suspected to be hazardous, radioactive, or human material, or to contain hazardous, radioactive, or human materials according to state or federal guidelines.  We may invoice you for the reasonable cost of returning any such specimens or samples.

Use of Specimens, Images, and Data

You authorize us to use any biological specimens, images, and any data or information relating to such specimens and diagnostic images either submitted by you to us (either directly or through any of our Equipment), including any clinical information, diagnostic results, and any data and information (collectively, “Data and Materials”) included in any analyses or reports provided as part of our Services or generated by our Equipment, provided that such Data and Materials have been de-identified and/or anonymized, for scientific research, publications, or our own business purposes, including without limitation internal research and development, and disclosure in public studies.

By using any Antech Equipment or Services that permit submission of, or generate Data and Materials, you grant Antech and its affiliates a royalty-free, worldwide, non-exclusive, perpetual license to access, edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display and otherwise use such Data and Materials.  You acknowledge that this license does not terminate if you cease to be an Antech customer. Antech’s use of such Data and Materials may include use (a) with other data (including data from other Veterinary Clinics) for research and analysis, (b) to create and improve Antech’s commercial products and services, (c) for educational uses, or (d) for inclusion in reference libraries for use by other Antech customers. 

By submitting to Antech any Data and Materials relating to an animal, you are representing and warranting that such Data and Materials have been made available to us with the informed consent of the owner of the applicable animal as to these Terms.

Please see our Privacy Statement, available at antechdiagnostics.com for more information on the privacy and data security practices of Antech.

Data Storage; Data Back-up

We will retain copies of all diagnostic images submitted to Antech, and all test results or analysis of biological specimens, and all consultative reports as provided for above under the heading of Retention of Specimens, Images, Test Results, and Reports.  After the expiration of the applicable retention period we may destroy any images, results, analyses, and reports without advance notice.

If data hosting or storage services are provided by Antech, then all applicable images, test results, reports, and other data covered under the applicable service shall be stored per the terms of your agreement.  Unless specified otherwise in writing upon termination or expiration of the applicable agreement with regards to storage of any data, Antech will store such data for an additional ninety (90) days period; provided, however, Antech is not responsible for maintaining such data, and may delete such files without additional notice.

Please contact Antech Customer Service representative at 1-800-464-3752 to request a return of any stored data.  Appliable fees and costs may apply.

Customer is solely responsible for maintaining proper medical records in accordance with the laws of the state in which Customer’s Hospitals are located.  Any data storage services provided by Antech is not intended to replace Customer’s obligations with respect to laws regarding the retention of medical records.  It is Customer’s responsibility to determine Customer’s own data back-up and retention requirements based on Customer’s needs and any applicable laws and regulations. Customer acknowledges that no data storage solution is completely failsafe, and Customer is solely responsible for implementing any other back-up or redundant systems Customer deems appropriate or necessary.  Antech is not liable for any loss of Customer’s data. 

Feedback

You have no obligation to provide us with feedback, such as suggestions as to how we might improve our equipment, products or services. However, if you do provide feedback then you grant us a non-exclusive, worldwide, royalty-free, fully paid up, perpetual, unlimited, assignable license to use, reproduce, publicly perform and display, distribute, modify, and create derivative works from your feedback.

Ownership of Our Materials.

Many of our Offerings contain proprietary content belonging to Antech and/or its licensors. Unless ownership or a license for use is specifically granted to you in writing, Antech and/or its licensors own and retain all right, title and interest in and to the Offerings and all related intellectual property, and nothing in these terms will provide to you any license or right to any Antech Intellectual Property by implication, estoppel, or otherwise.

Antech Marks

You agree not to use the Antech name or Antech trademarks without our written consent, and specifically you agree not to use Antech’s name or trademarks in any advertising, marketing, or academic or other publications without first receiving our written approval.

Third Party Materials.

Our Products and Services may include third-party materials or links to third- party sites. We are not responsible for the availability of, or content from, third-party sites, including any advertising, products, or other materials made available through them. Third party materials are provided on an as-is basis, and your use of those materials is at your own risk. You are also responsible for obtaining any necessary licenses or permissions for the use of any third-party materials, and you are liable for any claims arising out of the failure to properly obtain such licenses or permissions. 

Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS UNDER THE SECTION TITLED LIMITED WARRANTIES, ANTECH AND ANTECH’S LICENSORS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, AND NO OTHER TERM IS INCLUDED, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND ANTECH EXPRESSLY EXCLUDES WARRANTIES RELATING TO MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY WITH DESCRIPTION OR SAMPLE, CARE AND SKILL, OR NONINFRINGEMENT. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF ANY RESULTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANTECH IS NOT LIABLE FOR FAILURE TO PERFORM UNDER THESE TERMS AND CONDITIONS DUE TO CIRCUMSTANCES BEYOND ANTECH’S REASONABLE CONTROL. EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, UNDER NO CIRCUMSTANCES WILL ANTECH OR ANTECH’S LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF BUSINESS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MANUFACTURE, SALE, SUPPLY, INSTALLATION, OR USE OF ANTECH’S PRODUCTS OR SERVICES OR FAILURE OR DELAY IN DELIVERING SUCH PRODUCTS OR SERVICES.

EXCEPT AS AND TO THE EXTENT PROVIDED UNDER APPLICABLE LAW FOR LIABILITY RESULTING FROM ANTECH’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY RESULTING FROM ANTECH’S NEGLIGENCE, ANTECH’S ENTIRE LIABILITY FOR A PRODUCT OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR SUCH PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Governing law; jurisdiction

To the maximum extent permitted by law, these Terms and all sales of products and services shall be governed by and construed, without reference to any conflict of law principles, in accordance with:

• the laws of the State of Delaware if you are located in the United States, or 
• the laws of the Province of Alberta if you are located in Canada.

Any legal proceeding arising out or relating to these Terms and/or any sales of our products and services, and all related disputes between us and you will be subject to the exclusive jurisdiction, and you irrevocably consent to the jurisdiction of the courts, of: 

• any state or federal court located in Wilmington, Delaware if you are located in the United States, or
• any provincial court located in Calgary, Alberta if you are located in Canada.

The prevailing party in any legal action or other proceeding shall be entitled to recover from the other party all costs of the proceedings, including reasonable costs, attorney fees, professional fees and other expenses incurred by such prevailing party in such proceeding.  A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and/or any sales of products or services to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  

To the extent allowed by law, you and Antech agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor Antech will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or Antech acts or proposes to act in a representative capacity. You and Antech further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, Antech, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available.

Notices

You and we agree that if either of us provides to the other any type of notice pursuant to these Master Terms, it must be in writing, sent by a delivery service which provides proof of delivery/proof of receipt, and will be effective on delivery/receipt as verified by the delivery service’s records. We agree to send all such notices to you at the address to which we send your invoices. You agree to send all such notices to us at:

Antech Diagnostics
17620 Mt. Herrmann St.
Fountain Valley, CA 92708
Attn: Customer Service

Force Majeure

Antech shall not be liable for any failure to perform caused by or in any manner arising from or related to fires, floods, severe weather, accidents, riots, acts of God, war, terrorism or insurrection, governmental interference or embargoes, strikes, labor difficulties, any shortage of labor, fuel, power, materials or supplies, disease outbreak, pandemic or epidemic, interruption or delays in transportation, delays in deliveries by our vendors, inability to obtain materials upon reasonable prices or terms, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond our reasonable control.

Export Obligations

You shall use all Equipment and Products in conformity with applicable laws of the United States, Canada, or of the jurisdictions in which the Equipment or Products were obtain or are used, including all applicable economic sanctions, import, and export control laws of such jurisdictions and of the United States. You shall obtain all permits, licenses and other documentation required in connection with the purchase, installation, sale, export, shipment, import or use of any Offerings. You shall not divert or transship any Offerings, or permit anyone else to do so, other than within the country of destination specified in our shipping order or permit anyone else to do so. In particular, but without limitation, the Equipment and Products may not be imported from, transferred, exported or re-exported (a) into, or to a national, resident or entity of any country that is subject to a U.S. Government, EU or UN embargo, sanctions or export restrictions or (b) to anyone on, or owned and controlled by a party on, the United States Treasury Department’s list of Specially Designated Nationals, List of Foreign Sanctions Evaders, or Sectoral Sanctions Identification List, or the U.S. Department of Commerce Denied Persons List, Unverified List, or Entity List or anyone listed under EU restrictive measures or UN sanctions (collectively “Restricted Parties”). By using our Equipment or purchasing our Products you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list of Restricted Parties.

Modifications to These Terms

Antech reserves the right to modify these Terms at any time by posting revised Terms on this website, or by sending notice using the contact information you have provided. It is your responsibility to check the Terms periodically for changes. Your continued purchase of our Products shall be deemed irrevocable acceptance of those revisions when you purchase our Products after such revisions to the Terms have been posted. If you do not agree to (or cannot comply with) these Terms as amended, you must immediately stop purchasing our Products. Antech reserves the right to change, modify, suspend or discontinue all or any aspects of its Products at any time without prior notice.

For residents of the Province of Quebec, Canada

If any amendment entails an increase in your obligations or a reduction in Antech’s obligations, you may refuse the amendment, and terminate your use of the Services, without cost, penalty or cancellation indemnity within 30 days after the amendment comes into force. If you do not exercise the right to terminate your use of the Services within 30 days after the amendment comes into force, you will be deemed to have consented to be bound by the amendment.

Questions 

If you have any questions about the rights and restrictions above, please feel free to contact our Customer Service team at the following addresses or numbers:

 

For Questions Regarding Services:	For Questions Regarding Equipment or Products:
Phone: 1-800-872-1001 Email: [email protected] Mail: Antech Diagnostics 17620 Mt. Herrmann St. Fountain Valley, CA 92708 Attn: Customer Service	Phone: 1-800-872-1001 Email: [email protected] Mail: Antech Diagnostics 17620 Mt. Herrmann St. Fountain Valley, CA 92708 Attn: Customer Service

 

No Third-Party Beneficiaries

No third party may enforce any terms of these Terms or of any provision contained in any document issued in connection with these Terms. 

Assignment

You may not assign your rights and obligations under these Terms or any agreement between us which incorporates these terms without the prior written consent of Antech; provided, however, that you may assign such agreement including these Terms without Antech’ prior written consent to any person or entity that acquires all or substantially all of the assets of your business, provided that any such assignee shall deliver to Antech a written assumption of all obligations and liabilities of yours under these Terms. These Terms shall be binding upon and inure to the benefit of Customer and Antech and their respective successors and permitted assigns.

Severability

If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Waiver

The failure of Antech at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. Antech reserves all rights not expressly granted herein. 

Customer Authorization

Customer authorizes Antech to supply missing information, correct obvious errors in any  Agreement and associated documentation, correct typographical errors in Customer’s name, and/or modify Customer’s name to reflect Customer’s true and correct legal name. Customer agrees to execute revisions, prepared in good faith by Antech, to Customer’s  Agreement to correct any errors or deficiencies.

Entire Agreement

The terms set forth in these Terms, any  Agreement, or any documents referred to in, or which reference these Terms constitute the entire agreement with respect to the sale of products and/or our services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. Any purchase order, order for work, acceptance, or other writing submitted by you that includes any conditions that vary from these Terms are hereby rejected.

©2024.  Antech Diagnostics, Inc.  All rights reserved.